Lori Marks-Esterman Interviewed in Delaware Business Court Insider on What Corporate Litigators Expect Delaware Courts to Address in 2025

Olshan Chair of Litigation Lori Marks-Esterman was interviewed in a Delaware Business Court Insider article (subscription required) about what issues corporate litigators will be monitoring in 2025 as Delaware's legal landscape evolves. One area of keen interest is the Delaware Court of Chancery’s review of conflicted controller transactions, and in particular, determining what precisely constitutes control and how judicial scrutiny will be applied.  Another key issue that will be presented in 2025 is the appeal to the Delaware Supreme Court of two rulings in Moelis, a case which addressed the extent to which a board can allocate responsibilities to stockholders.  The case sent soundwaves through the corporate legal community, resulting in amendments to the DGCL in the spring of 2024.  As Lori notes, the DGCL amendments largely limit the impact of the Moelis II appeal, but that the appeal of the lesser-known Moelis I ruling could be of significant consequence.  At issue in the Moelis I appeal is Delaware's ripeness doctrine, and whether certain matters will be subject to judicial review.  Two groups of law professors have submitted amicus filings, presenting competing arguments about ripeness.  Lori represents one of these groups, who argue that the claims were ripe because they infringe on critical stockholder franchise rights. As Lori observed, "the decision [] has the potential to dramatically change the Court of Chancery's critical role as the policer of an expansion on corporate policies."